On March 30, 2012 (the “Closing”),
Wizard World, Inc. (the “Company”) closed on a first round of financing related to an offering of up to $2,000,000
of the Company’s Series A Cumulative Convertible Preferred Stock (the “Series A Preferred”), by entering into
subscription agreements in the form attached hereto as Exhibit 10.1 (the “Subscription Agreements”), with ten (10)
accredited investors (the “Subscribers”) for the issuance and sale of (i) an aggregate of $825,000 in Series A Preferred
and (ii) Series A Common Stock Purchase Warrants in the form attached hereto as Exhibit 4.2 (the “Warrants”), on the
basis of one warrant for every $2.00 of investment (the “Offering”).

The Closing is discussed more fully in
Section 3.02 of this Current Report on Form 8-K. The information therein is hereby incorporated in this Section 1.01 by reference.
The description of the transactions contemplated by the Subscription Agreement, Warrants and the other documents set forth herein
does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibits filed herewith and
incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity
Securities

On March 30, 2012, the
Company entered into Subscription Agreements with the Subscribers for the issuance and sale of (i) $825,000 in shares of
Series A Preferred with the rights and preferences set forth in the Amended and Restated Certificate to set forth
Designations, Voting Powers, Preferences, Limitations, Restrictions, and Relative Rights of Series A Cumulative Convertible
Preferred Stock, $0.0001 par value per share, and (ii) 412,500 Warrants. The Series A Preferred is convertible into shares of
the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a per share conversion
price of $0.40, subject to adjustment, and the Warrants are exercisable to purchase shares of the Company’s Common
Stock at a per share exercise price of $0.60, subject to adjustment. In connection with the Closing, the Company paid to
Network 1 Financial Securities, Inc. certain fees related to the Closing, including (i) $82,500 in commission fees; (ii)
$24,750 in non-accountable expense fees; and (iii) 206,250 common stock purchase warrants, par value $0.0001 per share, at an
exercise price of $0.40 per share.

In connection with the Closing, and pursuant
to Section 2 of those certain Senior Convertible Debentures in the aggregate amount of $325,000, issued on December 9, 2011, in
favor of certain accredited investors (the Debenture Investors”) as signatories thereto (collectively, the “Debentures”),
the Debentures were mandatorily converted (the “Mandatory Conversion”) into shares of Series A Preferred and Warrants
upon the same terms of the Offering. A total of 3,250 shares of Series A Preferred and 162,500 Warrants were issued by the Company
to the Debenture Investors pursuant to the Mandatory Conversion.

The description of the transactions contemplated
by the Debentures set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text
of the exhibit filed herewith and incorporated herein by reference.

These securities were not registered under
the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Section 4(2) of the
Securities Act. The securities were exempt from registration under Section 4(2) of the Securities Act because the issuance of such
securities by the Company did not involve a “public offering,” as defined in Section 4(2) of the Securities Act, due
to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of
securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of
investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act
since they agreed to, and received, share certificates bearing a legend stating that such securities are restricted pursuant to
Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the
market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

4.1

Form of Series A Common Stock Purchase Warrant*

4.2

Form of Senior Convertible Debenture*

10.1

Form of Subscription Agreement*

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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